Bemis 10-Q 2004 Q2 Quarterly report

EXHIBIT 19

FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
Net sales	$	712,924		$	670,165		$	1,396,961		$	1,308,724
Costs and expenses:
Cost of products sold	558,474			533,932			1,098,553			1,041,291
Selling, general and administrative expenses	71,906			64,489			141,887			130,319
Research and development	5,695			6,046			10,755			11,102
Interest expense	3,925			3,235			6,525			6,661
Other costs (income), net	(2,071		)	(1,211		)	(5,856		)	(1,704		)
Minority interest in net income	124			181			199			388
Income before income taxes	74,871			63,493			144,898			120,667
Provision for income taxes	29,100			24,700			56,100			46,400
Net income	$	45,771		$	38,793		$	88,798		$	74,267
Basic earnings per share of common stock	$	.43		$	.37		$	.83		$	.70
Diluted earnings per share of common stock	$	.42		$	.36		$	.82		$	.69
Cash dividends paid per share of common stock	$	.16		$	.14		$	.32		$	.28
Weighted-average common shares outstanding	106,893			106,212			106,846			106,130
Weighted-average common shares and common stock equivalents outstanding	107,963			107,658			107,747			107,636

See accompanying notes to consolidated financial statements.

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FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(dollars in thousands)

	June 30, 2004			December 31, 2003
ASSETS
Cash	$	77,994		$	76,476
Accounts receivable, net	353,551			333,743
Inventories, net	337,844			305,182
Prepaid expenses	35,466			36,505
Total current assets	804,855			751,906
Property and equipment, net	931,763			915,275
Goodwill	440,985			450,593
Other intangible assets, net	68,023			71,149
Deferred charges and other assets	122,160			104,009
TOTAL ASSETS	$	2,367,786		$	2,292,932
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of long-term debt	$	990		$	1,113
Short-term borrowings	5,434			5,402
Accounts payable	239,451			222,774
Accrued salaries and wages	64,545			69,499
Accrued income and other taxes	19,527			16,798
Total current liabilities	329,947			315,586
Long-term debt, less current portion	561,744			583,399
Deferred taxes	156,973			150,312
Deferred credits and other liabilities	109,086			99,505
Total liabilities	1,157,750			1,148,802
Minority interest	2,734			5,397
Stockholders’ equity:
Common stock issued and outstanding (115,729,457 and 115,045,107 shares)	11,573			11,505
Capital in excess of par value	263,005			249,609
Retained income	1,194,749			1,140,151
Other comprehensive income (loss)	(11,681		)	(12,188		)
Common stock held in treasury at cost (8,803,061 and 8,803,061 shares)	(250,344		)	(250,344		)
Total stockholders’ equity	1,207,302			1,138,733
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,367,786		$	2,292,932

See accompanying notes to consolidated financial statements.

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FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2004			2003
Cash flows from operating activities
Net income	$	88,798		$	74,267
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	67,461			65,573
Minority interest in net income	199			388
Stock award compensation	7,450			6,177
Deferred income taxes	5,169			3,525
Income of unconsolidated affiliated company	(5,494		)	(688		)
Loss on sales of property and equipment	642			141
Restructuring related activities	(3,140		)
Changes in working capital, net of effects of acquisitions	(21,064		)	(14,963		)
Net change in deferred charges and credits	12,440			2,642
Net cash provided by operating activities	152,461			137,062
Cash flows from investing activities
Additions to property and equipment	(69,354		)	(46,930		)
Business acquisition and adjustments, net of cash acquired	(31,391		)	(1,185		)
Proceeds from sales of property and equipment	381			75
Proceeds from sale of restructuring related assets	3,131
Increased investment in unconsolidated affiliated company	(7,065		)
Net cash used in investing activities	(104,298		)	(48,040		)
Cash flows from financing activities
Change in long-term debt	(12,581		)	(39,777		)
Change in short-term debt	(28		)	2,229
Cash dividends paid to stockholders	(34,200		)	(29,724		)
Stock incentive programs	293			213
Net cash used by financing activities	(46,516		)	(67,059		)
Effect of exchange rates on cash	(129		)	7,192
Net increase in cash	1,518			29,155
Cash balance at beginning of year	76,476			56,401
Cash balance at end of period	$	77,994		$	85,556

See accompanying notes to consolidated financial statements.

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FINANCIAL STATEMENTS – UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

	Common Stock		Capital In Excess Of Par Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock Held In Treasury			Total Stockholders Equity
Balance at December 31, 2001	$	6,127	$	244,978		$	942,019		$	(56,659	)	$	(250,317	)	$	886,148
Net income						165,515									165,515
Translation adjustment									7,015						7,015
Pension liability adjustment, net of tax effect $(29,313)									(47,853		)				(47,853		)
Total comprehensive income															124,677
Cash dividends paid on common stock $0.52 per share						(55,059		)							(55,059		)
Stock incentive programs and related tax effects	7		3,228												3,235
Common stock transaction (761 shares) related to an escrow settlement of a previous subsidiary acquisition												(27		)	(27		)
Balance at December 31, 2002	6,134		248,206			1,052,475			(97,497		)	(250,344		)	958,974
Net income						147,145									147,145
Translation adjustment									59,237						59,237
Pension liability adjustment, net of tax effect $15,668									26,072						26,072
Total comprehensive income															232,454
Cash dividends paid on common stock $0.56 per share						(59,469		)							(59,469		)
Stock incentive programs and related tax effects	18		6,756												6,774
Issued 53,522,935 shares for two-for-one stock split	5,353		(5,353		)										0
Balance at December 31, 2003	11,505		249,609			1,140,151			(12,188		)	(250,344		)	1,138,733
Net income for the first six months of 2004						88,798									88,798
Translation adjustment for the first six months of 2004									(5,646		)				(5,646		)
Total comprehensive income*															83,152
Cash dividends paid on common stock $.32 per share						(34,200		)							(34,200		)
Recognition of cumulative translation adjustment related to divesture of investment in foreign entity									6,153						6,153
Stock incentive programs and related tax effects	68		13,396												13,464
Balance at June 30, 2004	$	11,573	$	263,005		$	1,194,749		$	(11,681	)	$	(250,344	)	$	1,207,302

*Total comprehensive income for the second quarter of 2004 and 2003 was $38,175 and $64,548 respectively, and was $114,844 for the first six months of 2003.

See accompanying notes to consolidated financial statements.

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FINANCIAL STATEMENTS - UNAUDITED

BEMIS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Bemis Company, Inc. (the Company) in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position and results of operations.  It is management’s opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair financial statement presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

For further information, refer to the consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2003.

Note 2 - Accounting for Stock-Based Compensation

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.  An amendment of FASB Statement No. 123.”  The Company is choosing to continue with its current practice of applying the recognition and measurement principles of APB No. 25, “Accounting for Stock Issued to Employees.”  The Company has adopted the disclosure requirements of SFAS No. 148 in its discussion of stock based employee compensation, but the alternative transition options made available by the standard are not being implemented.

The intrinsic value method is used to account for stock-based compensation plans.  If compensation expense had been determined based on the fair value method with the pro forma compensation expense reflected over the vesting period, net income and income per share would have been adjusted to the pro forma amounts indicated below:

			Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands, except per share amount			2004			2003			2004			2003
Net income - as reported			$	45,771		$	38,793		$	88,798		$	74,267
Add: Stock-based compensation expense included in net income, net of related tax effects			2,220			1,649			4,564			3,802
Deduct: Total stock-based compensation expense determined under fair value, net of related tax effects			(2,343		)	(2,018		)	(4,811		)	(4,541		)
Net income - pro forma			$	45,648		$	38,424		$	88,551		$	73,528
Basic earnings per share	- as reported		$	0.43		$	0.37		$	0.83		$	0.70
	- pro forma		$	0.43		$	0.36		$	0.83		$	0.69
Diluted earnings per share		- as reported	$	0.42		$	0.36		$	0.82		$	0.69
		- pro forma	$	0.42		$	0.36		$	0.82		$	0.68

Note 3 – Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill attributable to each reportable operating segment follow:

(in thousands)	Flexible Packaging Segment			Pressure Sensitive Materials Segment		Total
Reported balance at December 31, 2002	$	397,301		$	50,708	$	448,009
Currency translation adjustment	5,377					5,377
Other adjustments	(2,793		)			(2,793		)
Reported balance at December 31, 2003	399,885			50,708		450,593
Contribution of consolidated subsidiary to equity investment in Brazilian joint venture	(7,679		)			(7,679		)
Business unit acquisition	1,378					1,378
Currency translation adjustment	(316		)			(316		)
Other adjustments	(2,991		)			(2,991		)
Reported balance at June 30, 2004	$	390,277		$	50,708	$	440,985

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The components of amortized intangible assets follow:

	June 30, 2004					December 31, 2003
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Contract based	$	15,323	$	(5,118	)	$	15,323	$	(4,531	)
Technology based	51,912		(9,408		)	52,644		(8,102		)
Marketing related	8,587		(1,688		)	8,729		(1,244		)
Customer based	10,740		(2,325		)	10,139		(1,809		)
Reported balance	$	86,562	$	(18,539	)	$	86,835	$	(15,686	)

Amortization expense for intangible assets during the first six months of 2004 was $2.9 million.  Estimated amortization expense for the remainder of 2004 is $2.9 million; for 2005, 2006, and 2007 is $5.8 million each year; and $5.7 million for 2008 and 2009 each.

Note 4 – Business Acquisition and Increase in Ownership of Itap Bemis Ltda.

On May 25, 2004, the Company and its Mexican partner, Corporacion JMA, S.A. de C.V., acquired the Tultitlan, Mexico plant operation of Masterpak, S.A. de C.V. for $31.4 million, subject to a working capital adjustment.  Recently reported annual sales related to the assets purchased were approximately $35.0 million.  While the Company’s ownership share is 51 percent, the Company financed its Mexican partner’s portion of the purchase price and as such 100 percent of this entity was effectively consolidated by the Company at June 30, 2004.  The total purchase price has been accounted for under the purchase method of accounting, reflecting the provisions of SFAS Nos. 141 and 142, and includes the preliminary allocations of $32.0 million to tangible assets and $2.0 million to liabilities assumed.  Results of operations from the date of acquisition are included in these financial statements.

Effective January 1, 2004, the Company contributed its 90 percent ownership interest in Curwood Itap Ltda., its shrink bags business in Brazil, to its Brazilian flexible packaging joint venture, Itap Bemis Ltda.  Assets and liabilities of Curwood Itap Ltda. (consolidated at December 31, 2003) contributed included:  Working capital, $14.7 million, including cash of $7.1 million; property, $3.7 million; intangible assets and deferred charges, $8.4 million; and minority interest, $2.7 million.  In addition, the Company recorded a $6.2 million charge related to previously deferred cumulative translation losses which substantially offset the gain on the divesture of assets described above.  The net increase in the investment in Itap Bemis Ltda. was $30.5 million, including a net gain of $0.2 million on this transaction.  In exchange for this contribution, the Company’s ownership interest in Itap Bemis Ltda. increased from 33 percent to 45 percent.  The joint venture will continue to be accounted for on the equity method and equity earnings have been included as a component of other costs (income), net.

Note 5 – Restructuring of Operations

In July 2003, the Company committed to a plan to close three flexible packaging plants:  Murphysboro, Illinois; Union City, California; and Prattville, Alabama.  The closure of these plants, together with related support staff and capacity reductions within the flexible packaging business segment, will reduce fixed costs and improve capacity utilization elsewhere in the Company.  During the third quarter 2003, manufacturing activity at the three plants was concluded with customer order fulfillment absorbed by other facilities within the flexible packaging segment.  This plan is expected to be completed in 2004 with the clean-up and disposal of the three plants.

During 2003, the Company incurred charges of $5.0 million for employee severance (314 employees terminated), $7.1 million for accelerated depreciation, $0.7 million for equipment and employee relocation, and $1.1 million for other related costs.  During the first six months of 2004, the Company incurred charges of $0.1 million for accelerated depreciation, $0.4 million for equipment and employee relocation, and $0.1 million for other related costs.  This restructuring effort is essentially complete with minor costs to be incurred to maintain vacated facilities until sold.  In addition during the first six months of 2004, the Company realized a $1.4 million gain on the disposition of the Union City, California plant, and expects to realize a small gain on the sales of the other vacated facilities.  No realized or anticipated gains are included in the total costs reflected above.

In October 2003, the Company committed to a plan to close two pressure sensitive materials plants:  North Las Vegas, Nevada, and Brampton, Ontario, Canada.  The closure of these plants, together with related support staff and capacity reductions within the pressure sensitive materials business segment, will reduce fixed costs and improve capacity utilization elsewhere in this business segment.  This plan is expected to be completed in 2004 as manufacturing is transferred to other operations and clean-up and disposal of the two plants occurs.

During 2003, the Company incurred charges of $2.3 million for employee severance (81 employees terminated), $0.1 million for accelerated depreciation, and $0.3 million for other related costs. During the first six months of 2004, the Company

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incurred charges of $0.2 million for employee severance, $0.6 million for equipment and employee relocation, and $0.4 million for other related costs.  Remaining costs associated with this plan are expected to be approximately $0.7 million in 2004.  No realized or anticipated gains are included in the total costs reflected above.

During the second quarter of 2004, employee severance, equipment relocation, and other related costs totaling $0.6 million have been included as a component of other costs (income) in the consolidated statement of income, while the accelerated depreciation costs and inventory write-offs of $0.1 million are included in cost of products sold.  Facilities consolidation and relocation costs have been expensed as incurred.  For the first half of 2004 a total of $1.5 million has been charged to other costs (income), $0.2 million has been charged to cost of products sold, and $0.1 million has been charged to selling, general and administrative expense within the consolidated statement of income.  In addition, the $1.4 million gain on the first quarter 2004 sale of the Union City, California plant (which was closed in the third quarter of 2003) is included in other costs (income).

An analysis of the restructuring and related costs activity follows:

(in thousands)	Employee Costs			Facilities Consolidation or Relocation			Total Restructuring			Accelerated Depreciation			Total Restructuring and Related Costs
2003 Activity
Total net expense accrued
Flexible Packaging	$	(4,993	)	$	(1,779	)	$	(6,772	)	$	(7,139	)	$	(13,911	)
Pressure Sensitive	(2,303		)	(312		)	(2,615		)	(134		)	(2,749		)
Charges to accrual account
Flexible Packaging	3,207			1,779			4,986			7,139			12,125
Pressure Sensitive	964			253			1,217			134			1,351
Reserve balance at December 31, 2003	$	(3,125	)	$	(59	)	$	(3,184	)	$	0		$	(3,184	)
2004 Activity – Year-to-Date
Total net expense accrued
Flexible Packaging	(14		)	900			886			(72		)	814
Pressure Sensitive	(185		)	(945		)	(1,130		)	(36		)	(1,166		)
Charges to accrual account
Flexible Packaging	509			(900		)	(391		)	72			(319		)
Pressure Sensitive	1,543			974			2,517			36			2,553
Reserve balance at June 30, 2004	$	(1,272	)	$	(30	)	$	(1,302	)	$	0		$	(1,302	)
2004 Activity – Second Quarter
Reserve balance at March 31, 2004	$	(1,662	)	$	(30	)	$	(1,692	)	$	0		$	(1,692	)
Total net expense accrued
Flexible Packaging	(2		)	(111		)	(113		)	(27		)	(140		)
Pressure Sensitive	(42		)	(581		)	(623		)				(623		)
Charges to accrual account
Flexible Packaging	44			111			155			27			182
Pressure Sensitive	390			581			971						971
Reserve balance at June 30, 2004	$	(1,272	)	$	(30	)	$	(1,302	)	$	0		$	(1,302	)

Note 6 – Components of Net Periodic Benefit Cost

Benefit costs for defined pension benefit plans are shown below.  Costs for other benefits include defined contribution pension plans and postretirement benefits other than pensions.  In accordance with the Company’s general funding policy to make contributions as required by applicable regulations and when beneficial to the Company for tax and planning purposes, on August 2, 2004, the Company made a voluntary contribution of $40.0 million to its two principal domestic defined benefit pension plans to improve the funded status of these plans.  The expected cash contribution to other plans for the balance of 2004 is $1.5 million which is expected to satisfy plan funding requirements and regulatory funding requirements.

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	Three Months Ended June 30,										Six Months Ended June 30,
	Pension Benefits						Other Benefits				Pension Benefits						Other Benefits
(in thousands)	2004			2003			2004		2003		2004			2003			2004		2003
Service cost – benefits earned during the period	$	4,582		$	3,516		$	153	$	103	$	9,194		$	7,032		$	307	$	207
Interest cost on projected benefit obligation	7,070			6,474			325		275		14,168			12,948			649		550
Expected return on plan assets	(8,269		)	(8,888		)					(16,561		)	(17,776		)
Amortization of unrecognized transition obligation	99			84							201			168
Amortization of prior service cost	561			474			18		18		1,122			948			36		36
Recognized actuarial net loss	1,864			253			23				3,734			506			47
Net periodic pension (income) cost	$	5,907		$	1,913		$	519	$	396	$	11,858		$	3,826		$	1,039	$	793

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) introduces a prescription drug benefit under Medicare and, in certain circumstances, a federal subsidy to sponsors of retiree health care benefit plans.  The Company’s U.S. postretirement health care plan offers prescription drug benefits.  In accordance with FASB Staff Position No. FAS 106-2 “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” any measures of the accumulated projected benefit obligation or net periodic postretirement benefit cost in the financial statements or accompanying notes do not reflect the effects of the Act on the plan as it has not been concluded if the benefits under the plan are actuarially equivalent to Medicare Part D under the Act.  The Company does not anticipate that the plan will need to be amended in order to benefit from the new legislation, nor does it anticipate that the Act will have a material effect on the plan.

Note 7 - Inventories

The Company’s inventories are valued at the lower of cost, determined by the first-in, first-out (FIFO) method, or market.  Inventories are summarized as follows:

(in thousands)	June 30, 2004			December 31, 2003
Raw materials and supplies	$	113,348		$	101,966
Work in process and finished goods	237,182			216,303
Total inventories, gross	350,530			318,269
Less inventory reserves	(12,686		)	(13,087		)
Total inventories, net	$	337,844		$	305,182

Note 8 - Taxes Based On Income

The Company’s 2004 effective tax rate of 38.7% differs from the federal statutory rate of 35.0% primarily due to state and local income taxes.

Note 9 - Segments of Business

The Company’s business activities are organized around its two principal business segments, Flexible Packaging and Pressure Sensitive Materials.  Both internal and external reporting conforms to this organizational structure with no significant differences in accounting policies applied.  The Company evaluates the performance of its segments and allocates resources to them based on operating profit, which is defined as profit before general corporate expense, interest expense, income taxes, and minority interest.  A summary of the Company’s business activities reported by its two business segments follows:

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	Three Months Ended June 30,						Six Months Ended June 30,
Business Segments (in millions)	2004			2003			2004			2003
Net Sales:
Flexible Packaging	$	564.3		$	532.7		$	1,103.2		$	1,047.1
Pressure Sensitive Materials	148.6			137.9			293.9			262.1
Intersegment Sales:
Flexible Packaging				(0.5		)	(0.1		)	(0.5		)
Pressure Sensitive Materials
Total	$	712.9		$	670.1		$	1,397.0		$	1,308.7
Operating Profit and Pretax Profit:
Flexible Packaging	$	78.6		$	69.4		$	152.2		$	135.8
Pressure Sensitive Materials	9.3			6.0			14.9			8.5
Total operating profit	87.9			75.4			167.1			144.3
General corporate expenses	(9.0		)	(8.4		)	(15.5		)	(16.5		)
Interest expense	(3.9		)	(3.3		)	(6.5		)	(6.7		)
Minority interest in net income	(0.1		)	(0.2		)	(0.2		)	(0.4		)
Income before income taxes	$	74.9		$	63.5		$	144.9		$	120.7
Identifiable Assets:
Flexible Packaging							$	1,852.2		$	1,799.3
Pressure Sensitive Materials							401.2			393.2
Total identifiable assets							2,253.4			2,192.5
Corporate assets							114.4			136.3
Total							$	2,367.8		$	2,328.8

Note 10 – Legal Proceedings

The Company first disclosed in a Form 8-K filed with the Securities and Exchange Commission on April 23, 2003, that the Department of Justice expected to initiate a criminal investigation into competitive practices in the labelstock industry and the Company further discussed the investigation and disclosed that it expected to receive a subpoena in the Company’s Form 10-Q filed for the quarter ended June 30, 2003.  In a Form 8-K filed with the Securities and Exchange Commission on August 15, 2003, the Company disclosed that it had received a subpoena from the U.S. Department of Justice in connection with the Department’s criminal investigation into competitive practices in the labelstock industry.  The Company has responded to the subpoena and will continue to cooperate fully with the requests of the Department of Justice.

The Company and its wholly-owned subsidiary, Morgan Adhesives Company, have been named as defendants in nine civil lawsuits.  Each lawsuit purports to represent a nationwide class of labelstock purchasers, and each alleges a conspiracy to fix prices within the self-adhesive labelstock industry.  On November 5, 2003, the Judicial Panel on MultiDistrict Litigation issued a decision consolidating all of the federal class actions for pretrial purposes in the United States District Court for the Middle District of Pennsylvania, before the Honorable Chief Judge Vanaskie.  Judge Vanaskie entered an order which calls for discovery to be taken on the issues relating to class certification and briefing on plaintiffs’ motion for class certification to be completed in February 2005.  The Order does not set, at this time, a discovery cut-off or a trial date.  The Company intends to vigorously defend these lawsuits.

In a Form 8-K filed with the Securities and Exchange Commission on May 25, 2004, the Company disclosed that representatives from the European Commission had commenced a search of business records and interviews of certain Company personnel at its pressure sensitive materials operation in Soignies, Belgium to investigate possible violations of European competition law in connection with an investigation of potential anticompetitive activities in the European paper and forestry products sector.  The Company continues to cooperate fully with the European Commission Competition Authorities.

Given the preliminary nature of the Department of Justice investigation, the related class-action civil lawsuits, and the European Commission investigation, the Company is unable to predict the outcome of these matters although the effect could be material.  The Company is currently not otherwise subject to any pending litigation other than routine litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the business, results of operations, financial position, or liquidity of the Company.

Note 11 - Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:

(in thousands)	June 30, 2004			December 31, 2003
Foreign currency translation	$	12,000		$	11,493
Minimum pension liability, net of deferred tax benefit of $14,825 and $14,825	(23,681		)	(23,681		)
Accumulated other comprehensive income (loss)	$	(11,681	)	$	(12,188	)

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Note 12 - Earnings Per Share Computations

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2004		2003		2004		2003
Income available to common stockholders (numerator)	$	45,771	$	38,793	88,798		$	74,267
Weighted-average common shares outstanding (denominator)	106,893		106,211		106,846		106,130
Basic earnings per share of common stock	$	0.43	$	0.37	$	0.83	$	0.70
Dilutive effects of stock option and stock awards, net of windfall tax benefits	1,070		1,446		901		1,507
Weighted-average common shares and common stock equivalents outstanding (denominator)	107,963		107,658		107,747		107,636
Diluted earnings per share of common stock	$	0.42	$	0.36	$	0.82	$	0.69

Certain options outstanding at June 30, 2003 (409,070 shares), were not included in the computation of diluted earnings per share because they would not have had a dilutive effect at that time.

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